UOL GROUP LIMITED Summary Financial Report 2006

Transcription

1 UOL GROUP LIMITED

2 UOL GROUP LIMITED

3 UOL GROUP LIMITED CONTENTS 03 Corporate Data 04 Group Structure 06 Chairman s Statement 09 Board of Directors 12 Key Management Executives 13 Summary Financial Statements Report of the Directors 20 Independent Auditors Report 22 Income Statements 23 Balance Sheets 25 Consolidated Statement of Changes in Equity 26 Statement of Changes in Equity 27 Consolidated Cash Flow Statement 31 Notes to the Summary Financial Statements 35 Shareholding Statistics 37 Notice of Annual General Meeting Proxy Form Request Form

4 UOL GROUP LIMITED CORPORATE DATA BOARD OF DIRECTORS Wee Cho Yaw Chairman Gwee Lian Kheng President & CEO Alan Choe Fook Cheong Lim Kee Ming Wong Yuen Weng Ernest (Resigned on 12 March 2007) Wee Ee Chao (Appointed on 9 May 2006) James Koh Cher Siang Low Weng Keong Wee Ee Lim (Appointed on 9 May 2006) EXECUTIVE COMMITTEE Wee Cho Yaw Chairman Gwee Lian Kheng Alan Choe Fook Cheong Wee Ee Chao (Appointed on 15 February 2007) AUDIT COMMITTEE Lim Kee Ming Chairman Alan Choe Fook Cheong Wong Yuen Weng Ernest (Resigned on 12 March 2007) NOMINATING COMMITTEE Alan Choe Fook Cheong Chairman Wee Cho Yaw Lim Kee Ming REMUNERATION COMMITTEE Lim Kee Ming (Appointed as Chairman on 1 February 2007) Wee Cho Yaw Alan Choe Fook Cheong MANAGEMENT Gwee Lian Kheng President & CEO Gn Hiang Meng Deputy President (Hotels & Finance) Liam Wee Sin Chief Operating Officer Foo Thiam Fong Wellington Chief Financial Officer Kam Tin Seah General Manager (Investments) Kwan Weng Foon General Manager (Development) Lee Choon Kok General Manager (Engineering & Maintenance) Lian Ah Cheok Dolly General Manager (Marketing) Chin Ee Chen Jestine General Manager (Furniture Division) Yeong Sien Seu Legal Manager Lim Chong Koon Group Human Resource Manager Yeo Bin Hong Senior Manager (Internal Audit) COMPANY SECRETARY Foo Thiam Fong Wellington DEPUTY SECRETARY Yeong Sien Seu AUDITORS PricewaterhouseCoopers 8 Cross Street #17-00 PWC Building Singapore Partner-in-charge: Ms Tan Khiaw Ngoh Year of appointment: 2005 PRINCIPAL BANKERS United Overseas Bank Limited DBS Bank Ltd The Bank of Tokyo-Mitsubishi UFJ, Ltd. Sumitomo Mitsui Banking Corporation CIMB Bank Berhad Public Bank Berhad REGISTERED OFFICE 101 Thomson Road #33-00 United Square Singapore Telephone : Facsimile : Website : SHARE REGISTRAR Lim Associates (Pte) Ltd 3 Church Street #08-01 Samsung Hub Singapore Telephone : Facsimile :

5 UOL GROUP LIMITED GROUP STRUCTURE As at 28 February 2007 UOL GROUP LIMITED 60% 60% 70% 80% 100% 77.71% Novena Square Investments Ltd Novena Square Development Ltd Duchess Walk Pte. Ltd. Regency One Development Pte. Ltd. UOL Property Investments Pte Ltd Hotel Plaza Limited 60% 70% 100% 100% 100% United Regency Pte. Ltd. Kings & Queens Development Pte. Ltd. UOL Claymore Investment Pte. Ltd. UOL Project Management Services Pte. Ltd. Hotel Negara Limited 22.67% 30% 30% 40% 50% Marina Centre Holdings Pte Ltd Vista Development Pte Ltd Brendale Pte Ltd Tampines Condominium Pte Park Developments Pte. Ltd. 39.4% 100% 60% 95% 100% 100% 100% Pilkon Development Company Limited [BVI] Garden Plaza Company Ltd [VN] Success Venture Investments (Australia) Ltd [BVI] Success City Pty Limited [AU] Success Venture Investments (WA) Limited [BVI] Parkroyal Hospitality Management Pte Ltd*** Premium Properties Sdn Bhd [MY] 65% 100% 48.9% 66.7% Plaza Hotel Company Limited [VN] 100% 100% 100% Success Venture (WA) Unit Trust [AU] PPHR (Thailand) Company Limited [TH] President Hotel Sdn Berhad [MY] Success Venture (Parramatta) Unit Trust [AU] Success Venture (Darling Harbour) Unit Trust [AU] Success Venture Pty Limited [AU] Associated Companies * Previously known as UOL Tiong Bahru Plaza Pte Ltd ** Previously known as Dahua Xiamen Development Limited *** Previously known as Plaza Pacific Hotels and Resorts International Pte Under voluntary liquidation # In the process of deregistration Notes: [AU] : Incorporated in Australia [BVI] : Incorporated in The British Virgin Islands [HK] : Incorporated in Hong Kong [MY] : Incorporated in Malaysia [MN] : Incorporated in Myanmar [PRC] : Incorporated in The People s Republic of China [TH] : Incorporated in Thailand [VN] : Incorporated in Vietnam

6 UOL GROUP LIMITED 100% 100% 100% 100% 100% 100% UOL Development Pte. Ltd. UOL Overseas Investments Pte Ltd UOL Development (Novena) Pte. Ltd. Parkroyal Hospitality Pte. Ltd. United Venture Furnishings Pte Ltd Mod.Living Pte Ltd 100% 100% 100% 100% 100% UOL Capital Investments Pte. Ltd* Secure Venture Investments Limited [HK] UOL Equity Investments Pte Ltd UOL Management Services Pte Ltd UOL Overseas Development Pte Ltd 33.3% 60% 100% 25% 55% 80% 100% Suasana Simfoni Sdn Bhd [MY] Hua Ye Xiamen Hotel Limited** [PRC] Aquamarina Hotel Private Limited Promatik Emas Sdn. Bhd. [MY] Chengdu United Development Co. Ltd. # [PRC] Star Valuations Sdn. Bhd. [MY] 100% 100% 100% 35% Ardenis Pte Ltd 50% ORIX-UOL Investments Pte. Ltd. United Lifestyle Holdings Pte Ltd New Park Hotel (1989) Pte Ltd 100% 100% HPL Overseas Investments Pte Ltd 97% 75% Shanghai Xin Yue Real Estate Development Co., Ltd. [PRC] VOU Investment Limited [VN] Dou Hua Restaurants Pte Ltd St Gregory Spa Pte Ltd 100% 100% 100% 100% SGN Investment Pte Yangon Investment Pte Ltd PID Investments Pte Ltd Suten Investment & Development Pte Ltd 100% 100% Grand Elite (Penang) Sdn. Bhd. [MY] Grand Elite Sdn. Bhd. [MY] 95% 75% 100% Yangon Hotel Limited [MN] Westlake International Company [VN] Suzhou Wugong Hotel Co., Ltd [PRC]

7 UOL GROUP LIMITED CHAIRMAN S STATEMENT 2006 REVIEW Singapore Singapore s gross domestic product grew by 7.9% in 2006 compared to 6.6% for Prices of private residential properties increased by 10.2% in 2006 compared to an increase of 3.9% in More than 11,000 new homes were sold in 2006 compared to almost 9,000 units in Driven by strong demand and limited supply, rentals of offices surged by 30.3% as compared with a rise of 12.7% in 2005 while rentals for retail space grew by 5.6% in Singapore received a record 9.7 million tourists in 2006 compared to 8.9 million in Average occupancy for the hotel industry in Singapore increased by 1.4 percentage points to 85% while average room rate increased sharply by 19.6% to S$164. The Group s hotels in Singapore benefited from the increased visitor arrivals and achieved above average growth in room rates. Overseas Outside Singapore, the Group s hotels in Malaysia and Vietnam continued to benefit from improvements in average room rates and occupancy. Our hotels in Sydney and Perth, Australia achieved higher average room rates while Sofitel Plaza Xiamen in China managed to break-even in its first full year of operations. Notwithstanding increasing competition with the opening of new hotels, Sheraton Suzhou in China managed to maintain its revenue per available room. Performance of the Parkroyal Yangon remains a challenge given the continued difficult operating conditions PERFORMANCE & DIVIDEND The Group recorded a pre-tax profit of S$406.8 million in 2006, representing an increase of 171.5% over the pre-tax profit of S$149.8 million in Included in the 2006 results is the exceptional pre-tax profit of S$146.1 million from the sale of 65,700,002 shares in Clifford Development Pte Ltd ( Clifford ) and the profit of S$86.7 million from the sale of Hotel Plaza Limited s ( Hotel Plaza ) 100%- owned subsidiary Hotel Grand Plaza (Singapore) Pte Ltd ( HGP ). Excluding the exceptional items, the Group s pre-tax profit in 2006 was S$158.6 million representing a 6.2% increase over the comparable pre-tax profit of S$149.3 million in Based on the latest independent valuation of the Group s investment properties by professional valuers, the Group s Asset Revaluation Reserve increased from S$234.6 million at end 2005 to S$429.8 million at end Reflecting higher share prices, the Group s Fair Value Reserve increased from S$356.5 million at end 2005 to S$626.3 million at end As a result, the shareholders funds of the Group increased from S$2.36 billion to S$3.16 billion. Consequently, the net tangible asset per ordinary share of the Group increased from S$2.96 as at 31 December 2005 to S$3.95 as at 31 December The Group s debt equity ratio increased marginally to 22% at 31 December 2006 from 21% as at 31 December In view of the creditable performance, the Board recommends a first and final one-tier dividend of 7.5 cents per share and a special one-tier dividend of 7.5 cents per share making a total dividend of 15.0 cents per share (2005: a first and final one-tier dividend of 7.5 cents per share). Total dividend payout will amount to S$119.2 million (2005: S$59.5 million) for the year ended 31 December 2006.

8 UOL GROUP LIMITED The Group recorded a pre-tax profit of S$406.8 million in 2006, representing an increase of 171.5% over the pre-tax profit of S$149.8 million in Included in the 2006 results is the exceptional pre-tax profit of S$146.1 million from the sale of 65,700,002 shares in Clifford Development Pte Ltd ( Clifford ) and the profit of S$86.7 million from the sale of Hotel Plaza Limited s ( Hotel Plaza ) 100%-owned subsidiary Hotel Grand Plaza (Singapore) Pte Ltd ( HGP ). CORPORATE DEVELOPMENTS 2006 Development Projects During the year, the Group launched the sales of Southbank (a mixed development comprising a total of 273 residential, SOHO and retail units at North Bridge Road) and The Regency at Tiong Bahru (a residential development with 158 units at Chay Yan Street). Response was good and all the units in these two projects have been sold. Similarly, all 562 units at Amber Gardens in which the Group has a 30% equity interest have been fully sold. During the year, the Group also sold the remaining units of the 104-unit Regency Suites development at Kim Tian Road in Singapore. Acquisition of Development Properties Duchess Court at Duchess Walk, Singapore In May 2006, Duchess Walk Pte Ltd, a 70%-owned subsidiary, successfully tendered on an en-bloc basis, for the freehold property known as Duchess Court at Duchess Walk for an aggregate consideration of S$104 million. This site is intended to be developed into approximately 120 units of condominium apartments. Nassim Park at Nassim Road, Singapore In August 2006, Park Developments Pte Ltd, in which the Company has a 50% interest, successfully tendered on an en-bloc basis, for the freehold property known as Nassim Park at Nassim Road, for an aggregate consideration of S$380 million. Order of the Strata Titles Board has been obtained and the purchase is scheduled to be completed in first half of It is intended that the site be developed into approximately 100 units of luxurious condominium apartments. East Coast Ville at Upper East Coast Road, Singapore In December 2006, UOL Development Pte Ltd, a wholly-owned subsidiary, acquired the freehold property known as East Coast Ville at Upper East Coast Road for a consideration of S$54.5 million. The acquisition is conditional upon the approval of the Land Dealings (Approval) Unit and the order for sale from the Strata Titles Board. Upon completion of the purchase, this site is intended to be developed into a residential condominium. Acquisition of Hotel Negara Limited During the year, the Company acquired 100% of the issued and paid-up capital of Hotel Negara Limited ( HNL ) for an aggregate consideration of S$134.6 million or S$6.45 per share and this was arrived at through: (i) Acquisition of a 54.46% shareholding interest in HNL from the United Overseas Bank Group; (ii) A mandatory unconditional cash offer ( Offer ) to acquire all the ordinary shares in the capital of HNL ( Shares ) not already owned by the Company at a price of S$6.45 per share. At the close of the Offer in August 2006, the Company s interest in HNL increased from 54.46% to 99.46%; and (iii) Exercise of the Company s right of compulsory acquisition under Section 215 of the Companies Act, Chapter 50 to acquire all the Shares of the shareholders of HNL, who had not accepted the Offer. Upon completion of the compulsory acquisition in September 2006, HNL became a 100%-owned subsidiary and was subsequently delisted from the Singapore Exchange.

9 UOL GROUP LIMITED Acquisition of additional interests in Marina Centre Holdings Pte Ltd In May 2006, the Company acquired an additional 10% shareholding interest, comprising 30,000,000 ordinary shares in the capital of Marina Centre Holdings Pte Ltd ( MCH ) at S$2.084 per share for a net cash consideration of S$62,520,000. Following this acquisition, UOL s shareholding interest in MCH increased from 12.67% to 22.67%, thereby making MCH an associated company. Sale of shareholding interest in Clifford Development Pte Ltd In October 2006, the Company sold its entire 50% shareholding interest in Clifford for an aggregate cash consideration of S$212.3 million. The sale resulted in a gain of S$146.1 million for the Company. Sale of Hotel Grand Plaza (Singapore) Pte Ltd In October 2006, 77.7%-owned listed subsidiary Hotel Plaza entered into a conditional Sale and Purchase Agreement to sell its entire shareholding in HGP for a net cash consideration of approximately S$141.2 million. The sale was completed in December 2006 and the Hotel Plaza Group realised an exceptional gain of S$86.7 million. Sale of Central Plaza On 9 October 2006, wholly-owned subsidiary UOL Capital Investments Pte Ltd (formerly known as UOL Tiong Bahru Plaza Pte Ltd), entered into a conditional Sale and Purchase Agreement to sell its 20-storey office known as Central Plaza at 298 Tiong Bahru Road Singapore for a total cash consideration of S$175 million (S$917 psf ). The sale was completed in January 2007 and a gain of S$37 million will be reflected in the results for the financial year ending 31 December This gain does not include the surplus of S$42 million in the Asset Revaluation Reserve which has been transferred to retained earnings on 1 January 2007, following the adoption of Financial Reporting Standard 40, Investment Property for this property. OUTLOOK FOR 2007 The economic outlook for Singapore remains positive with GDP growth forecast at between 4.5% and 6.5% for The private residential market is expected to remain buoyant, underpinned by a high level of buying interests especially in the high-end segment. Occupancy and rental rates for office space could improve further given the limited new supply, while rentals for retail space should benefit from the continued economic growth. The continued buoyancy in the tourism sector in Singapore and the region will benefit our subsidiary Hotel Plaza though the hotels in Perth, Australia and Kuala Lumpur, Malaysia may be affected by on-going conversion works. ACKNOWLEDGEMENTS I thank the Directors for their wise counsel and guidance during the past year. On 9 May 2006, Messrs Wee Ee Chao and Wee Ee Lim joined the Board and we welcome them. On behalf of the Board, I would like to thank Mr Wee Ee Cheong for his contributions as a Director from 18 May 1991 to 9 May My appreciation also goes to the management and staff members who have contributed towards the success of the Group in Wee Cho Yaw Chairman Singapore, February 2007

10 UOL GROUP LIMITED BOARD OF DIRECTORS Wee Cho Yaw, Chairman 1 A career banker with more than 40 years of experience. Received Chinese high school education. Chairman of the Company and its listed subsidiary, Hotel Plaza Limited ( Hotel Plaza ) since Appointed to the Board on 23 April Last re-appointed on 19 April A non-executive and non-independent Director. Chairman of the Executive Committee and Member of the Nominating and Remuneration Committees. Chairman & CEO of United Overseas Bank Limited ( UOB ) and Chairman of several listed companies including United Overseas Insurance Ltd, United International Securities Ltd, Haw Par Corporation Limited, United Industrial Corporation Limited and Singapore Land Limited. He was previously Chairman of Overseas Union Enterprise Limited. Mr Wee is the President of the Singapore Federation of Chinese Clan Associations, and the Chairman of the Board of Trustees of the Chinese Development Assistance Council and several other civic organisations. He is also the Honorary President of Singapore Chinese Chamber of Commerce & Industry. He was appointed Pro-Chancellor of Nanyang Technological University in Recipient of the Credit Suisse-Ernst & Young Lifetime Achievement Award in 2006 and named Businessman of the Year in 1990 and Gwee Lian Kheng, President & CEO 2 Mr Gwee is the President & CEO of UOL and Hotel Plaza, and has been with the UOL Group since An executive and non-independent Director. Appointed to the Board on 20 May 1987 and last re-elected on 19 April Member of the Executive Committee. Director of most subsidiaries in the UOL Group and Hotel Plaza Group, including Hotel Negara Limited. Also director of United Industrial Corporation Limited and Singapore Land Limited. He was previously a Director of Overseas Union Enterprise Limited. Mr Gwee holds a Bachelor of Accountancy (Honours) degree from the University of Singapore. He is a Fellow of the Chartered Institute of Management Accountants, Chartered Certified Accountants and Institute of Chartered Secretaries and Administrators. He is also a member of the Institute of Certified Public Accountants of Singapore. Named Asia Pacific Hotelier of the Year in Alan Choe Fook Cheong 3 An architect and town planner by profession. Appointed to the Board on 28 March Last reappointed on 19 April An independent and non-executive Director. Chairman of the Nominating Committee and Member of the Executive, Audit and Remuneration Committees. He is also a Director of Hotel Plaza. Mr Choe was the first General Manager of the Urban Redevelopment Authority and a Senior Partner of one of the largest architectural practices in Singapore. He was the Chairman of Sentosa Development Corporation, Sentosa Cove Pte Ltd, Pasir Ris Resort Pte Ltd, a Trustee of NTUC Income and Member of Singapore Tourism Board. He was also a Director of Keppel Land Limited and is currently on the Board of Frasers Centrepoint Limited.

11 10 UOL GROUP LIMITED Mr Choe holds a Bachelor of Architecture degree, a Diploma in Town & Regional Planning from University of Melbourne and a Fellowship Diploma from Royal Melbourne Institute of Technology. He is a Fellow of the Singapore Institute of Architects, Singapore Institute of Planners and Royal Australian Institute of Architects. He is also a member of Royal Institute of British Architects, Royal Town Planning Institute, Royal Australian Planning Institute and American Planning Association. Awarded the Public Administration Medal (Gold) in 1967, the Meritorious Service Medal in 1990, and the Distinguished Service Order in Lim Kee Ming 4 Chairman of Lim Teck Lee Group of companies. Appointed to the Board on 23 April Last re-appointed on 19 April An independent and non-executive Director. Chairman of the Audit and Remuneration Committees and Member of the Nominating Committee. He is also a Director of Hotel Plaza. A Director of Haw Par Corporation Limited. He is presently the President of Ngee Ann Kongsi and an Honorary President of Singapore Chinese Chamber of Commerce & Industry. Member of the Advisory Committee of Lee Kuan Yew Distinguished Visitors Programme, Advisor of Network China and Director of Lee Kuan Yew Scholarship Fund. He was previously the Chairman of the Preservation of Monuments Board. Mr Lim holds a Master of Science (International Trade & Finance) degree from Columbia University, New York, and a Bachelor of Science (Business Administration) degree from New York University, USA. Wong Yuen Weng Ernest 5 (resigned on 12 March 2007) Appointed to the Board on 16 January Last reelected on 22 April An independent and nonexecutive Director. Member of the Audit Committee. He is also a Director of Hotel Plaza. Mr Wong built his career with Economic Development Board in 1967 and then with the Ministry of Finance before joining UOB in He was the President of UOB from 1990 to 2000 and then Group CEO and Director of MediaCorp Pte Ltd from 2000 to Mr Wong had served as Chairman of The Association of Banks in Singapore and Board Member of the Economic Development Board. He is a member of the Temasek Advisory Panel and also a Board Member of Nanyang Technological University and Chairman of its Finance Committee and Investment Committee. He was previously a Director of Raffles Holdings Limited. He holds a Bachelor of Science (Chemical Engineering, Honours) degree from University of Surrey, UK. Wee Ee Chao 6 Appointed to the Board on 9 May A nonexecutive and non-independent Director. Member of the Executive Committee. He is also a Director of Hotel Plaza. Having led the management of UOB-Kay Hian Holdings Limited over the last 25 years, Mr Wee currently serves as Chairman and Managing Director of UOB-Kay Hian Holdings Limited. He is a Director of most of the UOB-Kay Hian Group of companies. Mr Wee also manages Kheng Leong Company (Private) Limited which is involved in real estate development and investments in the region and is a non-executive director of Haw Par Corporation Limited. He had previously also served as Chairman of the Singapore Tourism Board between 2002 to Mr Wee holds a Bachelor of Business Administration degree from The American University, Washington DC.

12 UOL GROUP LIMITED James Koh Cher Siang 7 Appointed to the Board on 23 November Last re-elected on 19 April An independent and nonexecutive Director. He is also a Director of Hotel Plaza. Mr Koh joined the Housing & Development Board as its Deputy Chairman in July 2005 after retiring from 35 years of distinguished service in the civil service. His prior appointments included Permanent Secretary, Ministry of National Development (1979), Ministry of Community Development (1987) and Ministry of Education (1994) as well as Commissioner of Inland Revenue and Chief Executive Officer of Inland Revenue Authority of Singapore. He is also the Chairman of Singapore Deposit Insurance Corporation Limited and a Director of CapitaLand Limited, Singapore Airlines Limited and Singapore Cooperation Enterprise. Mr Koh holds a Bachelor of Philosophy, Political Science and Economics (Honours) degree, Master of Arts degree from University of Oxford, UK and Master in Public Administration degree from Harvard University, USA. Awarded the Public Administration Medal (Gold) in 1983 and the Meritorious Service Medal in Low Weng Keong 8 Appointed to the Board on 23 November Last re-elected on 19 April An independent and nonexecutive Director. He is also a Director of Hotel Plaza. Mr Low retired as a senior partner of Ernst & Young in June 2005 after 19 years of practice with the firm. His appointments during his career with the firm included Head of Tax Practice, Member of the Management Committee and culminating in being the Country Managing Partner and head of the Singapore firm. Prior to that, he held the position of Far East Tax Manager in a US Fortune 500 oil and gas service company, as well as practised with a number of public accounting practices in London. He is also a Director and Vice President of CPA Australia and a Director of Riverstone Holdings Limited and Unionmet (Singapore) Limited. Mr Low is a Singapore Certified Public Accountant, a Fellow of CPA Australia, Institute of Chartered Accountants in England & Wales, Institute of Certified Public Accountants of Singapore and an Associate Member of Chartered Institute of Taxation (UK). Wee Ee Lim 9 Appointed to the Board on 9 May A nonexecutive and non-independent Director. He is also a Director of Hotel Plaza. He joined Haw Par Corporation Limited ( Haw Par ) in 1986 and is currently the President and Chief Executive Officer of Haw Par. He is also a director of Singapore Land Limited, United Industrial Corporation Limited, Hua Han Bio-Pharmaceutical Holdings Limited (a company listed on the Hong Kong Stock Exchange) and Sentosa Development Corporation. Mr Wee was previously a Director of Transit-Mixed Concrete Limited. Mr Wee holds a Bachelor of Arts (Economics) degree from Clark University, USA.

13 12 UOL GROUP LIMITED KEY MANAGEMENT EXECUTIVES Mr Gwee Lian Kheng Information concerning Mr Gwee is found under the Board of Directors section of this Report. Mr Gn Hiang Meng Mr Gn joined the UOL Group in 2001 as the Deputy President (Hotels & Finance), and oversees the strategic development of the hotel operations and financial management of the UOL Group. He is a director of most of the subsidiaries of Hotel Plaza and UOL. Mr Gn was previously a senior banker with the UOB Group from 1973 to 2001 and has extensive experience in investment banking and stockbroking businesses. He holds a Bachelor of Business Administration (Honours) degree from the University of Singapore. Mr Liam Wee Sin Mr Liam joined the UOL Group in 1993 and is currently the Chief Operating Officer. He oversees the UOL Group s business in property investment, development and maintenance. Mr Liam sits on the boards of several of UOL s subsidiaries. Prior to joining the UOL Group, Mr Liam was practising with an architectural firm and had also spent 8 years in the public sector handling architectural works and facilities management, and 2 years with Jones Lang Wootton undertaking project management and consultancy works. Mr Liam holds a Bachelor of Architecture degree from the National University of Singapore and is a Registered Architect. He is a Council Member of the Real Estate Developers Association of Singapore, Member of Preservation of Monuments Board and National Crime Prevention Council. Mr Foo Thiam Fong Wellington Mr Foo joined the UOL Group in 1977 after graduating from the University of Singapore with a Bachelor of Accountancy (Honours) degree, and currently holds the position of Chief Financial Officer. He oversees the financial management and corporate secretarial matters of the UOL Group and is the Company Secretary of Hotel Plaza and UOL. He is a director of several of the subsidiaries of Hotel Plaza and UOL. Mr Foo is a Fellow of the Institute of Certified Public Accountants of Singapore, a Fellow of CPA Australia and an Associate of the Institute of Chartered Secretaries and Administrators and the Chartered Institute of Management Accountants. Mr Kam Tin Seah Mr Kam joined the UOL Group towards the end of 2005 as General Manager (Investments) and he is responsible for identifying, evaluating and recommending suitable property investment opportunities for the Group, both in Singapore and overseas. Prior to joining the UOL Group, Mr Kam spent about 16 years with two other major property groups, namely Parkway Properties and Centrepoint Properties. In both groups, Mr Kam was also involved in business development, primarily in the property sector, as well as corporate planning, project/development management, property/retail management as well as sales and marketing. Mr Kam graduated from the National University of Singapore with an Honours Degree in Estate Management. Mr Kwan Weng Foon Mr Kwan was appointed the General Manager (Development) for the UOL Group in June He oversees the Group s property development projects. He brings with him more than 29 years of experience in construction and property development, having worked in various capacities in the construction and property development industries involving residential, commercial, retail and hotel developments. His previous employers include GuocoLand and Equus Land Pte Ltd. Mr Kwan holds a Bachelor of Science degree in Building Science from the University of Singapore and a Master of Business Administration from the University of Hull, UK. Mr Lee Choon Kok Mr Lee has been with the UOL Group since 1981 and is currently the General Manager (Engineering & Maintenance). He has more than 25 years of experience in property and maintenance management within the UOL Group, and is responsible for the UOL Group s engineering, property maintenance and security management. He is a director of a number of subsidiaries of UOL. Mr Lee was previously with PWD (Building Control Division) for 5 years where he was responsible for checking M&E plans and carrying out building inspections. Mr Lee graduated from the University of Singapore in 1973 with a Bachelor of Engineering (Honours) degree, and is a Senior Member of the Institute of Engineers of Singapore and a Registered Professional Engineer. Ms Lian Ah Cheok Dolly Ms Lian has been with the UOL Group for 15 years and currently holds the position of General Manager (Marketing). She is responsible for the entire Group s marketing activities which cover residential, commercial and service apartments. Before joining UOL Group, Ms Lian worked with other major employers in Singapore, including a statutory board, DBS Land Ltd, Citibank NA, Knight Frank Pte Ltd, performing duties such as land/ facility management, property valuation, business development and marketing. She graduated from the National University of Singapore in 1981 with a Bachelor s Degree in Estate Management. She is a Licensed Appraiser and a Member of the Singapore Institute of Surveyors and Valuers.

14 UOL GROUP LIMITED 13 SUMMARY FINANCIAL STATEMENTS Important note The Summary Financial Statements as set out on pages 13 to 34 contain a summary of information in the Report of the Directors and financial statements of the Company s Annual Report and other information as required under Section 203A of the Companies Act, Cap 50, and the regulations made thereunder, applicable to Summary Financial Statements. The Summary Financial Statements do not contain sufficient information to allow for a full understanding of the results and state of affairs of the Company and of the Group. For further information, the full financial statements, Independent Auditors Report on those statements and the Report of the Directors in the Annual Report should be consulted. Shareholders may request for a copy of the Annual Report at no cost by using the Request Form at the end of this Summary Financial Statements. REPORT OF THE DIRECTORS For the financial year ended 31 December 2006 The directors have pleasure in submitting this report to the members together with the summary financial statements of the Company and of the Group for the financial year ended 31 December The name of the Company was changed from United Overseas Land Limited to UOL Group Limited with effect from 19 April Directors The directors of the Company in office at the date of this report are: Wee Cho Yaw - Chairman Gwee Lian Kheng - President and Chief Executive Officer Lim Kee Ming Alan F C Choe Wong Yuen Weng Ernest Wee Ee Chao (appointed on 9 May 2006) Koh Cher Siang James Low Weng Keong Wee Ee Lim (appointed on 9 May 2006) Principal activities The principal activities of the Company are investments in properties, subsidiaries, associated companies, listed and unlisted securities and property development. The principal activities of the subsidiaries are those of property development, property investment, property management services, distribution of furniture and related accessories, hoteliers, property owners, hotel manager and operator, health and beauty retreats manager, restaurant operator and the holding of investments. Arrangements to enable directors to acquire shares and debentures Neither at the end of nor at any time during the financial year was the Company a party to any arrangement whose object is to enable the directors of the Company to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate, other than as disclosed under Share Options on pages 15 to 18.

15 14 UOL GROUP LIMITED REPORT OF THE DIRECTORS (continued) For the financial year ended 31 December 2006 Directors interests in shares or debentures (a) The directors holding office at 31 December 2006 are also the directors holding office at the date of this report. Their interests in the share capital of and options to subscribe for ordinary shares of the Company and related corporations, as recorded in the register of directors shareholdings, were as follows: UOL Group Limited ( UOL ) Holdings registered Holdings in which a director is in name of director deemed to have an interest At At or date of or date of appointment, appointment, At if later At if later - Ordinary Shares Wee Cho Yaw 3,388,151* 3,388,151* 213,768,442* 205,206,344* Gwee Lian Kheng 388, , Lim Kee Ming 138, , , ,357 Wong Yuen Weng Ernest 5,000 5, Wee Ee Chao 30,748* 30,748* 80,820,597* 80,820,597* Koh Cher Siang James Wee Ee Lim 241, ,489 80,553,452* 80,553,452* - Executives Share Options Gwee Lian Kheng 400, , Hotel Plaza Limited ( HPL ) - Ordinary Shares Wee Cho Yaw ,856,000* 309,315,000* Gwee Lian Kheng 114, , , ,000 Lim Kee Ming 10,000 10, Wee Ee Chao , ,000 * Includes shares registered in the name of nominees. (b) The directors interests in the share capital of and options to subscribe for ordinary shares of the Company and related corporations, as recorded in the register of directors shareholdings at 21 January 2007, were the same as those at 31 December 2006.

16 UOL GROUP LIMITED 15 REPORT OF THE DIRECTORS (continued) For the financial year ended 31 December 2006 Directors interests in shares or debentures (continued) (c) Messrs Wee Cho Yaw, Wee Ee Chao and Wee Ee Lim are each deemed to have an interest in all the shares held by Kheng Leong Company (HK) Limited in the following partially owned subsidiaries of the Group, by virtue of their having an interest of not less than 20% each in the issued share capital of Kheng Leong Company (HK) Limited: Holdings in which a director is deemed to have an interest At or date of appointment, At if later Success Venture Investments (Australia) Ltd - Ordinary Shares of US$1 each 2,059,500 2,059,500 Success City Pty Limited - Ordinary Shares 1,720,834 1,720,834 (d) Save as disclosed above, none of the other directors holding office at 31 December 2006 has any interest in the ordinary shares and Executives Share Options of the Company and the ordinary shares of HPL and any other related corporations of the Company, as recorded in the register of directors shareholdings. Directors contractual benefits Since the end of the previous financial year, no director has received or become entitled to receive a benefit by reason of a contract made by the Company or a related corporation with the director or with a firm of which he is a member or with a company in which he has a substantial financial interest, except as disclosed in the accompanying financial statements and in this report. Share options UOL Group Executives Share Option Scheme (a) The UOL Group Executives Share Option Scheme ( the 2000 Scheme ) was approved by the shareholders of the Company at an Extraordinary General Meeting held on 23 May (b) Under the terms of the 2000 Scheme, the total number of shares granted shall not exceed 15% of the issued share capital of the Company and the executives may exercise the options by giving notice in writing to the Company in the prescribed form during the option period, accompanied by remittance of the amount of the Offering Price. The Offering Price is equal to the average of the last dealt prices per share as determined by reference to the daily official list published by the Singapore Exchange Securities Trading Limited for a period of 3 consecutive trading days immediately prior to the relevant offering date.

17 16 UOL GROUP LIMITED REPORT OF THE DIRECTORS (continued) For the financial year ended 31 December 2006 Share options (continued) UOL Group Executives Share Option Scheme (continued) (c) On 18 May 2006, options were granted pursuant to the 2000 Scheme to the executives of the Company and its subsidiaries to subscribe for 1,444,000 ordinary shares in the Company (known as the 2006 Options ) at the offer price of $3.21 per ordinary share. 1,432,000 options granted were accepted by the executives, including Mr Gwee Lian Kheng. The details of the options accepted are as follows: At offer price No. of of $3.21 employees per share Executive Director 1 100,000 Other Executives 64 1,332, ,432,000 (d) Statutory information regarding the 2006 Options is as follows: (i) (ii) (iii) The vesting of granted options is conditional on the completion of one year of service from the grant date. The option period begins on 18 May 2007 and expires on 17 May 2016 or on the date of termination of employment or in the case of the executive director, on the date he ceases to be the executive director of the Company, whichever is earlier, subject to the provisions of Rule 13 of the Rules of the 2000 Scheme. The options may be exercised in full or in respect of 1,000 shares or a multiple thereof, on the payment of the exercise price. The persons to whom the options have been granted have no right to participate by virtue of the options in any share issue of any other company in the Group. Details of options granted in previous financial years were set out in the Report of the Directors for the respective financial years. (e) Other information required by the Singapore Exchange Securities Trading Limited: Pursuant to Rule 852 of the Listing Manual of the Singapore Exchange Securities Trading Limited, it is reported that during the financial year: (i) The Remuneration Committee comprising the following directors administer the 2000 Scheme: Wee Cho Yaw Chairman (Non-independent) Alan F C Choe Member (Independent) Lim Kee Ming Member (Independent)

18 UOL GROUP LIMITED 17 REPORT OF THE DIRECTORS (continued) For the financial year ended 31 December 2006 Share options (continued) UOL Group Executives Share Option Scheme (continued) (e) Other information required by the Singapore Exchange Securities Trading Limited (continued): (ii) The details of options granted to a director of the Company, Mr Gwee Lian Kheng, under the 2000 Scheme are as follows: Aggregate options Aggregate options Aggregate options granted since granted since exercised since commencement commencement commencement of the 2000 Options granted of the 2000 of the 2000 Aggregate options Scheme to during the Scheme to Scheme to outstanding at financial year , , , , ,000 (iii) No options have been granted to controlling shareholders or their associates, parent group employees, and no employee has received 5% or more of the total options available under the 2000 Scheme. No options were granted at a discount during the financial year. Outstanding Share Options At 31 December 2006, the holders of the Executives Share Options include a director of the Company as disclosed under Directors interests in shares or debentures. The holders of the Executives Share Options have no right to participate by virtue of the options in any share issue of any other company in the Group. During the financial year, 1,672,000 ordinary shares of the Company were issued upon the exercise of options by: Number of Exercise price per share Holders of ordinary shares $ 2002 Options 30, Options 134, Options 617, Options 891, Options ,672,000

19 18 UOL GROUP LIMITED REPORT OF THE DIRECTORS (continued) For the financial year ended 31 December 2006 Outstanding Share Options (continued) Unissued ordinary shares under options at 31 December 2006 comprise: Options Exercise/ At granted Options Options At Subscription in 2006 exercised lapsed price /$ Option period Executives Share Options 2002 Options 84,000-30,000 12,000 42, to Options 354, ,000 12, , to Options 1,071, ,000 6, , to Options 1,324, ,000 24, , to Options - 1,432,000-90,000 1,342, to ,833,000 1,432,000 1,672, ,000 2,449,000 Audit committee The Audit Committee comprises three members, all of whom are independent and non-executive directors. The members are: Lim Kee Ming - Chairman Alan F C Choe - Member Wong Yuen Weng Ernest - Member Ability to meet obligations No contingent liability or other liability of the Group or of the Company has become enforceable or is likely to become enforceable within the period of twelve months after the end of the financial year which, in the opinion of the directors, will or may substantially affect the ability of the Group or of the Company to meet their obligations as and when they fall due. Other circumstances affecting the financial statements At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this report or the full Report of the Directors or the full financial statements for the year ended 31 December 2006 which would render any amount stated in the financial statements of the Group or of the Company misleading.

20 UOL GROUP LIMITED 19 REPORT OF THE DIRECTORS (continued) For the financial year ended 31 December 2006 Unusual items In the opinion of the directors, no item, transaction or event of a material and unusual nature has substantially affected the results of the operations of the Group or of the Company during the financial year except as disclosed in Note 2 of the Summary Financial Statements. In the opinion of the directors, no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the financial year and the date of this report which is likely to affect substantially the results of the operations of the Group or of the Company for the financial year in which this report is made. The Summary Financial Statements as set out on pages 13 to 34 were approved by the Board of Directors and signed on its behalf by: WEE CHO YAW Chairman GWEE LIAN KHENG Director 16 February 2007

21 20 UOL GROUP LIMITED INDEPENDENT AUDITORS REPORT TO THE MEMBERS OF UOL GROUP LIMITED (PREVIOUSLY KNOWN AS UNITED OVERSEAS LAND LIMITED) We have examined the Summary Financial Statements as set out on pages 13 to 34. In our opinion, the Summary Financial Statements are consistent, in all material aspects, with the full financial statements and the Report of the Directors of UOL Group Limited and its subsidiaries for the financial year ended 31 December 2006 and complies with the requirements of Section 203A of the Companies Act, Cap 50, and the regulations made thereunder, applicable to Summary Financial Statements. For a full understanding of the results and state of affairs of the Company and the Group, the Summary Financial Statements should be read in conjunction with the full financial statements of UOL Group Limited and its subsidiaries for the financial year ended 31 December We have issued an unqualified audit report dated 16 February 2007 on the full financial statements of UOL Group Limited and its subsidiaries for the financial year ended 31 December The audit report is as follows: INDEPENDENT AUDITORS REPORT TO THE MEMBERS OF UOL GROUP LIMITED (PREVIOUSLY KNOWN AS UNITED OVERSEAS LAND LIMITED) We have audited the accompanying financial statements of UOL Group Limited (the Company ) and its subsidiaries (the Group ) set out on pages 45 1 to for the financial year ended 31 December 2006, which comprise the income statements, balance sheets and statement of changes in equity of the Company and of the Group and the consolidated cash flow statement of the Group, and a summary of the significant accounting policies and other explanatory notes. Directors Responsibility for the Financial Statements The Company s directors are responsible for the preparation and fair presentation of these financial statements in accordance with the provisions of the Singapore Companies Act and Singapore Financial Reporting Standards. This responsibility includes designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. Auditors Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Singapore Standards on Auditing. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance as to whether the financial statements are free from material misstatement. An audit includes performing procedures to obtain evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the entity s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

22 UOL GROUP LIMITED 21 Opinion In our opinion, (a) (b) the accompanying income statements, balance sheets and statement of changes in equity of the Company and of the Group and the consolidated cash flow statement of the Group are properly drawn up in accordance with the provisions of the Companies Act, Cap 50 (the Act ) and Singapore Financial Reporting Standards so as to give a true and fair view of the state of affairs of the Company and of the Group at 31 December 2006, the profits and the changes in equity of the Company and of the Group, and the cash flows of the Group for the financial year ended on that date; and the accounting and other records required by the Act to be kept by the Company and by those subsidiaries incorporated in Singapore of which we are the auditors have been properly kept in accordance with the provisions of the Act. PricewaterhouseCoopers Certified Public Accountants Singapore, 16 February The page numbers are stated in the Independent Auditors Report dated 16 February 2007 included in the UOL Group Limited Annual Report for the financial year ended 31 December 2006.

23 22 UOL GROUP LIMITED INCOME STATEMENTS For the financial year ended 31 December 2006 The Group The Company Notes $ 000 $ 000 $ 000 $ 000 Revenue 605, ,482 90,802 72,706 Cost of sales (326,682) (258,609) (3,482) (2,190) Gross profit 278, ,873 87,320 70,516 Other gains - Finance income 6,634 13,674 15,828 14,028 - Miscellaneous 5,115 25, ,824 - Exceptional items 2 248, ,775 16,420 Expenses - Marketing and distribution (24,184) (19,339) (110) (93) - Administrative (35,913) (32,445) (7,559) (6,719) - Finance (25,842) (26,694) (17,136) (17,493) - Other operating (59,753) (57,411) (869) (789) Share of profit/(loss) of associated companies 14,138 (1,201) - - Profit before income tax 406, , ,995 92,694 Income tax expense 3 (33,773) (29,986) (16,452) (14,602) Net profit 373, , ,543 78,092 Attributable to: Equity holders of the Company 339, , ,543 78,092 Minority interests 33,582 19, , , ,543 78,092 Earnings per share attributable to equity holders of the Company (expressed in cents per share) - Basic (in cents) Diluted (in cents)

24 UOL GROUP LIMITED 23 balance sheets As at 31 December 2006 ASSETS Current assets The Group The Company $ 000 $ 000 $ 000 $ 000 Cash and bank balances 130, , ,502 Trade and other receivables 31,645 29,348 6,292 2,184 Development properties 577, , Inventories 4,962 5, Available-for-sale financial assets 566, , , ,968 Other current assets 7,294 18,972 1, Current income tax assets 156 1, ,318, , , ,952 Investment property held for sale 137, ,456, , , ,952 Non-current assets Trade and other receivables 87,574 83, , ,787 Available-for-sale financial assets 544, ,639 26,949 83,623 Associated companies 221,818 32, ,086 1,000 Subsidiaries - - 1,049, ,205 Investment properties 1,658,085 1,545, , ,236 Property, plant and equipment 658, , ,227 Intangibles 14,663 14, Deferred income tax assets 10,360 9, ,195,145 2,711,283 1,772,858 1,478,078 Total assets 4,651,912 3,520,185 2,347,840 1,883,030 LIABILITIES Current liabilities Trade and other payables 101,719 87,303 10,326 6,619 Current income tax liabilities 101, ,778 79,114 79,530 Borrowings 117,642 69,238 99,134 4, , , ,574 90,149 Liabilities directly associated with investment property held for sale 2, , , ,574 90,149

25 24 UOL GROUP LIMITED balance sheets (continued) As at 31 December 2006 Non-current liabilities The Group The Company $ 000 $ 000 $ 000 $ 000 Borrowings 664, , Loans from subsidiaries , ,130 Loans from minority shareholders of subsidiaries 39,893 14, Rental deposits 13,562 12,628 1,411 1,309 Provision for retirement benefits 1,875 1, Deferred income tax liabilities 158, ,079 94,555 65, , , , ,069 Total liabilities 1,202, , , ,218 NET ASSETS 3,449,551 2,596,436 1,874,807 1,525,812 EQUITY Capital and reserves attributable to the Company s equity holders Share capital and share premium 1,071,987 1,068,264 1,071,987 1,068,264 Reserves 1,170, , , ,900 Retained earnings 913, , ,699 97,648 3,156,004 2,364,199 1,874,807 1,525,812 Minority interests 293, , Total equity 3,449,551 2,596,436 1,874,807 1,525,812